BY-LAWS

                                       OF

                                IGE, Incorporated

ARTICLE FIRST
                                    DIRECTORS

     Section  1.  Number.  The property, affairs and business of the corporation
shall be managed by  a Board of Directors which shall  consist of such number of
persons, not less than three, as the stockholders having voting power may at the
annual  or a special  meeting  in lieu  of the  annual  meeting of  stockholders
determine and elect,  provided however that the number of  directors may be less
than three but not  less than two whenever there shall be  two stockholders, and
not less than one whenever:

          a.   there shall be a single stockholder, or
          b.   the corporation shall not have issued any of its shares.

If a vacancy or vacancies shall occur, for any reason,  in the membership of the
Board,  other than through  removal by  stockholder  action,  at any time when a
stockholders meeting is not in session, the remaining directors or director may,
quorum  requirements notwithstanding,  elect a successor or successors,  to hold
office until the next annual  meeting of stockholders and until their successors
are elected.

     Section 2. Increase or Decrease.  The  stockholders of the corporation  may
increase or  decrease at any  meeting the number of directors  within the limits
provided  in  Section  1  above.  If the number  of  directors be increased, the
additional  directors  shall  be  elected  by the  stockholders  at the  meeting
authorizing  the  increase. If the number of directors be decreased the decrease
shall become effective to the extent made possible by vacancies in the office of
director  or by  resignations  and no  director may be  removed  solely  for the
purpose of effecting such decrease.

     Section 3. Removal. Directors may be removed from office with cause by  the
Board of Directors or with or without  cause by the  stockholders  at a  meeting
called at least  in  part for  the  purpose  of  considering  removal,  upon the
affirmative  vote of a  majority  in interest of the  stock  or  class  of stock
entitled to vote upon the  election of the  director or directors proposed to be
removed,  as the case may be, unless other  provisions shall  be made in Article
ELEVENTH hereof. Removal may be effected with cause only after reasonable notice
to each  director  proposed to be removed and the opportunity to be heard by the
body proposing removal.

     Section 4. Term of Office.  The term of office of a director elected at the
annual meeting of the stockholders  shall be one year:  provided,  however, that
he shall  hold his office  until his  successor  shall be elected and qualified.
A  director  elected by the  stockholders  at other than the  annual  meeting of
stockholders shall hold office until the next annual meeting of stockholders and
the election and qualification of his successor.

     Section  5.  Meetings.  The Board of Directors shall meet at the  principal
office of the  corporation  or at such  other  place  within the  United  States
as may  from  time to time  be fixed by  resolution  of the  Board  or as may be
specified  in the  notice  of the  meeting.  Regular  meetings of the  Board  of
Directors shall be held at such time as the Board may by resolution fix; special
meetings  may be  held at  any time  upon the  call of  the President  or a Vice
President  or  the  Clerk, or  of  any  two  directors,  by  written  (including
telegraphic) notice specifying the date,  place  and  hour (but not  necessarily
the  purpose)  of the  meeting  served on or sent or mailed to each director not
less than two days before the meeting.

     An annual  meeting of the Board of Directors may  be  held  without  notice
immediately  after the annual meeting of stockholders.  Notice need not be given
of any regularly scheduled meeting of the Board. Notice of a meeting need not be
given to a  director if a written  waiver of notice,  executed by him  before or
after the meeting,  is filed with the records of the meeting; notice need not be
given  to any  director  attending  a  meeting  without protesting  the  lack of
notice  prior  to or at the  commencement  of the  meeting.

     The members of the Board of Directors  or of any  Committee  designated  by
said Board of Directors may participate in a meeting of the Board or of any such
Committee by means of a conference telephone or similar communications equipment
by means of which all persons  participating  in the meeting can hear each other
at the same time,  and  participation by such means shall constitute presence in
person at a meeting.

     Section 6. Committees. The  Board of Directors  may elect from the Board an
Executive  Committee  or other  committee  or  committees  which  shall have and
exercise  such powers  of the Board as may be  permitted by law  and as shall be
conferred upon such committee by the Board. A majority of any such committee may
fix the time and place of its meetings  and approve any action as the act of the
committee,  unless the Board of Directors shall otherwise provide.

     The  Board  of  Directors  shall  have  power at any time to fill vacancies
in, change the membership of, or discharge any such committee.

     Section 7. Management. The Board of Directors shall have the entire charge,
control and management  of the corporation and its property and business and may
exercise all or any of its  powers.  Among other things the  Board  may,  unless
otherwise  provided in  Article  ELEVENTH  hereof, (1) authorize the issuance of
the  shares  of the  corporation  from time to time in its  discretion  for such
considerations  as  the  Board  shall  determine and as may be permitted by law;
(2) determine the amounts to be distributed as dividends; (3) appoint and at its
discretion  remove or  suspend such subordinate  officers,  agents and employees
as it from time to time thinks fit,  determine their duties,  and fix and,  from
time to time as it sees fit, change their salaries and compensation; (4) appoint
any  officer, permanently or temporarily as it sees fit,  to have the powers and
perform the duties of any other  officer;  (5)  appoint any persons to be agents
of the corporation  (with the power to sub-delegate)  upon such terms as it sees
fit; and  (6)  appoint any person or persons to accept and hold in trust for the

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corporation  any  property  belonging  to  the  corporation  or  in  which it is
interested  and cause  such instruments  to be executed,  and do and cause to be
done such things as it may deem requisite, in relation to any such trust.

     Section 8. Quorum and Voting. Unless otherwise provided in Article ELEVENTH
hereof, a majority of the members of the  Board of Directors acting at a meeting
duly assembled,  shall constitute a quorum for the transaction of  business, and
the act of a  majority of the  directors  present at a meeting at which a quorum
exists shall  be  the  act of the  Board of Directors.  If at any meeting of the
Board of Directors,  a quorum shall not be present,  a majority of the directors
present may adjourn the meeting, without further notice, from time to time until
a quorum shall have been obtained.

     Section 9.  Class  Voting.  Whenever the Board  of  Directors shall consist
of directors  elected  by two or more  classes  of  stockholders  having  voting
rights,  a  quorum  at  all  meetings  of  directors,  unless  the  Articles  of
Organization or the  provisions  of Article  ELEVENTH  hereof otherwise provide,
shall,  Section 8 above notwithstanding,  consist of a majority of the directors
then in office of each class,  and the vote of a majority  of the  directors  of
each class  present at a meeting at which a quorum is had shall be  required  to
approve  any matter  before the Board:  provided,  however, that with respect to
the filling of  vacancies among the  directors of any class whether arising from
death, resignation,  removal or an increase in the membership of the Board, such
vacancy shall be filled by the remaining  director or directors of that class, a
majority of the votes cast by the directors of that class shall be sufficient to
elect, and, for the purpose of such election,  the presence of a majority of the
directors of that class in office at the time of such election shall  constitute
a quorum.

     Section 10.  Chairman. The directors may elect from their number a Chairman
of the Board who shall  preside at all  meetings  of the  Board   of   Directors
and  may   have  such  additional  powers  and  responsibilities,  executive  or
otherwise,  as may from time to time be vested in him by resolution of the Board
of Directors.

     Section 11. Action Without Meeting. Any action required or permitted  to be
taken at any meeting of the Board of Directors may be taken without a meeting if
a written  consent  thereto is signed by  all  members  of the  Board, and  such
written consent if filed with the records of proceedings of the Board.

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ARTICLE SECOND
                                    OFFICERS

     Section 1. General. The  Board  of Directors,  as soon as may be after  its
election in each year,  shall elect a  President,  a Clerk and a Treasurer,  and
from time to time may  appoint one or more Vice  Presidents  and such  Assistant
Clerks,  Assistant Treasurers and such other officers,  including a Secretary to
the  Board  of  Directors,  agents  and  employees  as it may  deem  proper. The
President may but need not be chosen from among the directors.

     Section 2. Term of Office.  The term of office of all officers shall be one
year and until  their respective  successors are  elected  and qualify,  but any
officer  may at any time be  removed  from office,  with  or  without  cause, as
provided  by law,  by the affirmative vote of a  majority of the  members of the
Board of  Directors  then in office at a meeting  called for the purpose  unless
otherwise  provided  in Article  ELEVENTH  hereof.  If removal of any officer be
proposed  for cause,  reasonable  notice  shall be provided  such officer and he
shall be  provided  an  opportunity  to be heard by the Board.  A vacancy in any
office  arising  from any cause may be filled for the  unexpired  portion of the
term by the Board of Directors.

     Section 3. President.  The  President  when  present  shall  preside at all
meetings of the stockholders and, if a director,  unless a Chairman of the Board
has been appointed and is present,  at all meetings  of the  Board of Directors.
He shall,  unless otherwise  provided in  Article  ELEVENTH hereof, be the chief
executive  officer of the corporation and shall have general operating charge of
its business.  As soon as  reasonably  possible  after the close of each  fiscal
year, he shall submit to the Board a report of the operations of the corporation
for such year and a statement of its affairs, and shall from time to time report
to the  Board  all matters  within  his  knowledge  which the  interests  of the
corporation may require to be brought to its notice. The President shall perform
such duties and have such powers  additional  to the foregoing  as the Board may
designate.

     Section 4. Vice President. In the absence or  disability  of the President,
his powers and duties shall be performed by the Vice President, if only one, or,
if more than one, by the Vice President designated for the purpose by the Board.
Each Vice  President shall have such other powers and perform such  other duties
as the Board shall from time to time designate.

     Section 5.   Treasurer. The Treasurer shall keep full and accurate accounts
of receipts and disbursements  in books  belonging  to the corporation and shall
deposit all  moneys and other valuable  effects in the name and to the credit of
the corporation in such  depositaries as shall be  authorized by the  Board.  He
shall  disburse  the funds of the  corporation  as ordered by the  Board, taking
proper  vouchers  for  such  disbursements.  He  shall  promptly  render  to the
President and to the  Board such statements of his  transactions and accounts as
the President and Board  respectively may from time to time require. If required
by the Board he shall give bond in such amount,  with such  security and in such
form as the Board shall determine.  The treasurer shall perform  such duties and

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have such powers  additional  to the  foregoing  as the Board may designate.

     Section 6. Assistant  Treasurer.  In  the  absence  or  disability  of  the
Treasurer,  his powers and duties shall be performed by the Assistant Treasurer,
if only one or,  if more than one,  by the one designated for the purpose by the
Board.  Each  Assistant Treasurer shall have other powers and perform such other
duties as the Board shall from time to time designate.

     Section 7.  Clerk. The Clerk shall, unless the corporation has designated a
Resident Agent in the manner  provided by law, be a resident of the Commonwealth
of Massachusetts.  It shall be his  duty to record in books kept for the purpose
all votes and  proceedings of the stockholders and, if there be no Secretary, of
the Board of Directors.  Unless the Board of  Directors shall appoint a transfer
agent and/or  registrar or other officer or officers for the purpose,  the Clerk
shall be  charged with the  duty of  keeping, or  causing to  be  kept, accurate
records  of  all  stock  outstanding,   stock  certificates  issued,  and  stock
transfers;  subject to such other or  different  rules as shall be  adopted from
time  to time  by the  Board,  such  records  may be  kept  solely in the  stock
certificate  books.  The Clerk  shall  perform  such duties and have such powers
additional to the foregoing as the Board shall  designate.  The Assistant Clerk,
if one be elected or appointed  shall perform the duties of the Clerk during the
Clerk's  absence as well as such other  duties as may be  assigned to him by the
Board.  In the  absence  of the  Clerk  or  Assistant  Clerk at any  meeting  of
stockholders or, if there be no Secretary, of the directors, a Clerk pro tempore
shall be chosen by the meeting to perform the duties of the Clerk thereat.

     Section 8. Secretary.  The  Secretary,  if there be one, shall  attend  all
meetings of the Board of Directors and shall record the  proceedings  thereat in
books provided for the purpose.

     Section 9.  Resignation.  Any officer  and any  director  may resign at any
time by delivering  his  resignation to the corporation  at its principal office
or to the President, Clerk or Secretary.  Such resignation shall be effective at
the time or upon the happening  of the condition, if any, specified  therein or,
if no such time or condition shall be specified,  upon it receipt.

     Section 10. Voting of Corporation Securities.  Unless otherwise  ordered by
the Board of Directors,  the  President or the  Treasurer  shall have full power
and  authority  in the name and behalf of the corporation to waive notice of, to
attend, act and to vote at, and to appoint any person or persons to act as proxy
or  attorney-in-fact  for this  corporation  at, any  meeting of stockholders or
security  holders of any other  corporations  or organization the securities  of
which are held by the  corporation,  and at such  meetings shall possess and may
exercise  any and all  rights  and  powers  incident  to the  ownership  of such
securities,  which,  as the  owner  thereof  the  corporation  may  possess  and
exercise. The Board of Directors by resolution from time to time may confer like
powers upon any other person or persons.

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ARTICLE THIRD
                                  STOCKHOLDERS

     Section 1. Meetings.   The  annual  meeting  of  the  stockholders  of  the
corporation shall be held at Duxbury ,  Massachusetts,  or at such  place within
the  Commonwealth  of  Massachusetts  or elsewhere within the  United  States of
America  as the  Board of  Directors  shall fix,  or in the  absence of any such
designation,  such place as may be  designated by the Clerk in the notice of the
meeting or the place to which any annual meeting shall be adjourned, on the 15th
day of July at 10 o'clock in the AM in each year to elect a  Board of Directors,
to hear the  reports of officers,  and to  transact  other business.  If the day
fixed for the  annual  meeting  shall  fall  upon a legal  holiday,  the meeting
shall be held on the next succeeding business day not a legal holiday. No change
may be made in the date fixed  herein for the annual  meeting  within sixty days
of such  date and  notice of any  such  change  shall be given  the stockholders
entitled to notice of the meeting at least twenty days before the new date fixed
for such  meeting.  If the  election of  directors shall not be  held on the day
herein  designated  for an  annual  meeting,  or at an  adjournment thereof, the
Board of  Directors shall cause the election to be held at a  special meeting of
the  stockholders  as soon thereafter  as conveniently  may be. At such  special
meeting the  stockholders  may elect the directors  and transact  other business
with the same force and effect as at an annual  meeting duly called and held.

     Section 2. Closing of Transfer  Books.  The  Board of Directors  may in its
discretion fix a date not less  than ten days nor more than  sixty days prior to
the date  of any  annual  or special  meeting  of  stockholders  or prior to the
payment of any  dividend or the making of any other  distribution  as the record
date for  determining stockholders  having the right to notice of and to vote at
such meeting or any  adjournment thereof,  or the right to receive such dividend
or distribution.  In lieu of fixing such record  date, the Board may, subject to
the limitations herein provided, order the closing of the stock transfer records
of the  corporation for such  purposes.  The holders of record of  shares of the
corporation  on such  record  date or on the date of closing  the stock transfer
records shall, if a dividend or distribution be declared, have the sole right to
receive such dividend or distribution,  or,  if such shares have a voting right,
the sole right to receive  notice of,  attend and vote at such meeting.

     Section  3.  Special   Meetings.   Special   meetings  of  the stockholders
may be called by the President or by the  directors,  and shall be called by the
Clerk,  or in the event of his  death,  absence,  incapacity  or refusal  by any
other  officer,  upon the  written  application of one or more stockholders  who
hold at  least one  tenth in  interest  of the stock  entitled to vote  thereat.
Notice shall be given in the manner set forth in Section 4 below and shall state
the time,  place and purpose of the  meeting.  Special meetings shall be held at
the office of the Corporation in Duxbury , Massachusetts, or at such other place
within the  Commonwealth of  Massachusetts or elsewhere within the United States
of America,  as the  directors  may fix, or, if the  meeting is called  upon the
application of stockholders, at such place as shall be stated in the Application
therefor,  or the  place  to which  such  meeting  may be  adjourned:  provided,
however,  that a special meeting may be held at any place approved in writing by
every  stockholder  entitled  to  notice  of  the  meeting  or  at  which  every

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stockholder entitled to such notice shall be present and represented at the date
and time of the meeting.

     Section 4. Notice of  Meetings. Written notice of the place, date and hour,
and specifying  the purpose of every meeting of  stockholders, shall be given by
the Clerk or by any other officer  designated by the directors or these By-Laws,
at least seven days before the meeting,  to each  stockholder entitled  to  vote
thereat. If a  special meeting is  called  upon written stockholder  application
and the Clerk shall be unable or shall refuse to give notice thereof, notice may
be given by any other  officer of the  corporation. Such notice may be delivered
in hand to each stockholder  entitled to notice, at his residence or usual place
of business  or mailed to him,  postage prepaid,  addressed to his address as it
appears in the  records of the  corporation.  No  notice of any  meeting need be
given a stockholder  if a written waiver of notice executed  before or after the
meeting  by the  stockholder,  or his  attorney thereunto  authorized,  is filed
with the  records of the meeting, and, if notice of a special  meeting  shall be
waived by all  stockholders entitled to notice thereof,  no call of such special
meeting shall be required.

     Section 5.  Quorum.  At  all  meetings  of  stockholders  unless  otherwise
provided in Article  ELEVENTH  hereof a quorum for the  transaction of  business
shall consist  of the holders  of record,  present in  person or by proxy,  of a
majority in interest of all of the issued and outstanding shares of the stock of
the corporation entitled to vote thereon.

     Section 6.  Action  Without  Meeting.  Any action  required or permitted at
any  meeting  of  the  stockholders,  including  the  election  of  directors or
officers,  may be taken without a meeting if a written consent thereto is signed
by the  holders of all of the issued and  outstanding  capital stock entitled to
vote at such meeting and such  written  consent is filed with the records of the
meetings of stockholders.

     Section 7. Voting.  Except as otherwise  provided by law or by the Articles
of Organization every stockholder  entitled to vote at a meeting of stockholders
shall  have one vote for each  share of stock  having the right to  vote at such
meeting held by him and  registered in his  name on the books of the corporation
at the  time of the meeting or at the record date fixed by the directors for the
determination  of stockholders entitled to vote thereat,  if such date be fixed.
Stockholders  may vote in person or by proxy in writing filed with  the Clerk at
the  meeting.  No  proxy dated more than  six  months  before the  meeting named
therein  shall  be  accepted,  and no  such  proxy  shall  be  valid  after  the
adjournment of the  meeting except if such proxy is coupled with an  interest as
determined  under  applicable  law. A  proxy  coupled  with  an  interest may be
irrevocable  if it so  provides  and  shall be valid and  enforceable  until the
interest  terminates or for such shorter  period of time as the proxy  provides.
Except as  otherwise  required by law, by the  Articles  of  Organization  or by
Article  ELEVENTH   hereof,   any  matter  coming  before  any  meeting  of  the
stockholders  shall  be  adopted  as the act and  deed  of the  stockholders  if
approved by a majority in interest of the stock issued, outstanding and entitled
to vote thereon,  present or represented at the meeting, a quorum being present:
provided,  however,  that at all elections of directors and officers a plurality
of the votes cast for any nominee or nominees  shall  elect.  No ballot shall be
required for election of a director or officer unless requested by the holder of

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<PAGE>

one or more shares  entitled to vote thereon or his representative.

     Section 8. Class Voting.   Unless  the  Articles  of  Organization  or  the
provision of  Article  ELEVENTH  hereof shall  otherwise  provide,  whenever the
issued and outstanding  shares of the corporation shall consist of shares of two
or more classes having a voting right,  a quorum at all meetings of stockholders
shall,  Section 5 above notwithstanding,  with respect to any matter,  including
the election of  directors, on which such two or more  classes shall be entitled
to vote as a separate class, consist of a majority in interest of the issued and
outstanding  stock of each such  class;  voting  on such  matter shall be had by
class,  and  approval of  action  thereon as the act of the  stockholders of the
corporation,  shall require the vote of a majority in interest of the issued and
outstanding  stock  of each  class  present or  represented  at the  meeting and
entitled to vote thereat:  provided,  however, that in the matter of election of
directors  elected by a particular  class of shares a quorum shall  consist of a
majority  in interest  of the issued and  outstanding  stock of that class and a
plurality  of the votes cast by the  holders of such stock at a meeting at which
such quorum is present shall elect.

ARTICLE FOURTH
                                  CAPITAL STOCK

     Section  1.  Stock  Certificates.  Each  stockholder shall be entitled to a
certificate or certificates  in such form as the Board  shall adopt, stating the
number of share  and the class thereof held by him,  and the  designation of the
series  thereof,  if  any. Each  certificate  of stock  shall be  signed  by the
President or a Vice  President and by the  Treasurer or an  Assistant Treasurer;
the signatures  of such officers may be facsimiles if the  certificate is signed
by a transfer agent or registrar,  other than a director, officer or employee of
the corporation.  If any officer who has signed or whose facsimile signature has
been placed on any such  certificate shall have ceased to be such officer before
such  certificate is issued, the  certificate  may be issued by the  corporation
with the same  effect  as if he were such  officer  at the time of issue.  Every
certificate issued for  shares of  stock subject to a  restriction  or  transfer
pursuant  to  the  Articles  of  Organization,  these  By-Laws  or any agreement
to  which  the  corporation  is a party,  or  issued  while  the  corporation is
authorized  to issue more than one  class of stock,  shall have the full text of
such  restriction  or  the  full  text  of  the   preferences,   voting  powers,
qualifications  and  special  and  relative  rights of the stock  each class and
series  authorized  to be  issued,  as the case may be, set forth on the face or
back of the certificate or  alternatively,  shall contain the statement that the
corporation will furnish a copy thereof to the holder of the certificate without
charge upon written request.

     Section 2.  Transfer.  The stock of the  corporation shall be transferable,
so as to  affect  the  rights of the  corporation,  after  satisfaction  of  the
provisions of the Articles of Organization,  or other lawful provisions to which
the corporation is a party, imposing a restriction upon transfer unless the same
shall be waived by the Board of Directors  by transfer  recorded on the books of
the corporation, in person, or by duly authorized attorney, upon the surrender

                                      -8-
<PAGE>

of the certificate or certificates properly endorsed or assigned.

     Section  3.  Fractional  Shares.  Fractional  shares  of stock of any class
may be issued.  Fractional shares  entitle the holder  thereof to the voting and
dividend  rights and the right to  participate in assets upon  liquidation,  and
shall have and be subject to the preferences,  qualifications,  restrictions and
special and relative rights, of the class of stock or series in which issued. In
lieu of  fractional shares,  the  corporation  may issue scrip in  registered or
bearer form entitling the holder  thereof to receive a  certificate  for a  full
share upon the surrender of scrip aggregating a full share.  Any scrip issued by
the corporation may be issued upon such terms and  conditions and in such manner
as the directors shall fix.

     Section   4.   Equitable   Interests.  The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and shall not be bound to recognize  any  equitable or other claim to or
interest in such  share or shares on the part of any other  person except as may
be otherwise  expressly provided by law.

     Section 5. Lost Certificates.  The directors of the corporation  may,  from
time to time, determine the conditions upon which a new certificate of stock may
issued in place  of any  certificate  alleged to  have been  lost  or destroyed.
They  may  in  their  discretion  require  the  owner  of  a  lost or  destroyed
certificate, or his legal representative, to give a bond to the corporation with
or without  surety;  surety  if  required  shall  be such as the  director  deem
sufficient to  indemnify  the  corporation  against any loss or claim  which may
arise by reason of the issue of a certificate in place of such lost or destroyed
stock certificate.


ARTICLE FIFTH
                      MAINTENANCE AND INSPECTION OF RECORDS

     The corporation shall maintain in the  Commonwealth  of  Massachusetts  the
original or attested copies of its Articles of Organization, By-Laws and records
of all meetings  of  incorporators  and  stockholders,  as well as its stock and
transfer  records which shall  contain  the names  of all  stockholders  and the
record address and amount  of stock held by each. Such copies and records may be
maintained  at the  principal  office of the  corporation  or an  office  of its
transfer agent or the  office of the  Clerk and  shall be open at all reasonable
times  to the inspection of any stockholder for a proper purpose.

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<PAGE>

ARTICLE SIXTH
                      CHECKS, NOTES, DRAFTS AND OTHER INSTRUMENTS

     Checks, notes, drafts and other instruments for the payment of money  drawn
or endorsed  in the  name of the  corporation  may be  signed by any  officer or
officers or person or persons authorized by the  Board of Directors  to sign the
same.   No officer or person shall sign any such  instrument as aforesaid unless
authorized by said Board to do so.


ARTICLE SEVENTH
                                      SEAL

     The  seal of the  corporation  shall  be  circular  in  form,  bearing  the
inscription IGE, Inc..  The treasurer  shall  have  custody  of the seal and may
affix it (as may  any  other  officer  if  authorized  by the  directors) to any
instrument requiring the corporate seal.


ARTICLE EIGHTH
                                   FISCAL YEAR

     The fiscal  year of the corporation  shall be the year ending with the 28th
day of February in each year.


ARTICLE NINTH
                              CONTROL OVER BY-LAWS

     These  By-Laws may be altered,  amended  or  repealed  and any new  By-Laws
adopted  at  any   annual  or  special  meeting  of  the   stockholders  by  the
affirmative  vote of a  majority  of the shares of  capital  stock  then  issued
outstanding and entitled to vote unless a greater  proportion  shall be required
under the provision of Article ELEVENTH or by the affirmative vote of a majority
of the Board of Directors at any meeting of the Board except with respect to any
provision of the By-Laws which by law, the Articles of Organization  and By-Laws
themselves requires action by the stockholders,  provided,  however, that notice
of a proposal to alter, amend or repeal these By-Laws or adopt new By-Laws shall
be included in the notice of any meeting at which such alteration,  amendment or
repeal  or adoption is  considered and,  provided  further, that any  alteration

                                      -10-

<PAGE>

or repeal of these By-Laws or any By-Laws adopted by the  Board of Directors may
be amended or repealed by the stockholders.


ARTICLE TENTH
            EFFECT OR PROVISIONS OF LAW AND ARTICLES OF ORGANIZATION

     Each of the provisions of these  By-Laws shall be subject to and controlled
by any specific provisions  of law or the Articles of  Organization which relate
to  their  subject  matter,  and  shall  also be  subject  to any exceptions, or
more specific  provisions,  dealing with the subject matter, appearing elsewhere
in these By-Laws as amended from time to time.


ARTICLE ELEVENTH
         EXCEPTIONS, IF ANY, TO THE FOREGOING PROVISIONS OF THESE BYLAWS